Spider-Man: Snapshots
by MisterDrBob
Summary: In memory of Stan Lee. The first chapter in my rebooted fanfic continuity. This time around, the focus is more on standalone stories-snapshots of the life of Peter Parker as he comes to terms with his great power, and his terrible responsibility. Hard T rating, might go up to M in later chapters, more details inside.


**In Memory of Stan Lee (1922-2018)**

 **Welcome to my new attempt at a Marvel fanfic continuity! So...I first tried to do this in 2010. God I feel old. In any case, I'm a much better writer now than I was nearly a decade ago, and I think I may finally be up to seeing this project through to the end. To that end, I've decided to streamline these stories so that they're more like vignettes; pieces of a fuller story. This first chapter will probably be the most conventional "fanfic continuity" chapter. I've come to realize that I'm more interested in telling more creative short stories in the confines of my version of things. So there may be a bit of a disconnect between some chapters, but hopefully an overarching shape will be apparent. Special thanks to thebandragoness for reading over multiple drafts of this first chapter. Go check her out if you like _The Spectacular Spider-Man_ and want to read an incredible continuation fic. A quick word about the rating: this story will contain adult language, though hopefully not too gratuitously. It will also feature sexual themes as the story (and our hero) progresses, but my aim here is not to write erotica, so I'm submitting it with a hard T rating, but I may find myself bumping it up to M if I feel it's warranted. Without further ado, happy reading!**

Chapter 1: Amazing Fantasy

It was going to be one of those nights. George Stacy hated "those" nights.

Tonight was supposed to be pizza night. And it was _his_ turn to pick the place. But no, some prick just had to shoot some poor man. And then, naturally, he had to make a run for it and hide in the cliché abandoned warehouse. It had everything from a "KEEP OUT" sign on the corrugated steel door to boarded up windows, through which broken panes were visible. The smell of rotting garbage and mold was a particularly nice touch. It wasn't the sort of place George would choose to spend his time, but as captain of the NYPD's finest Queens precinct, when a situation had escalated to this point, duty didn't so much call as it beat the door down. He just wished that the lowlives of the city could be more creative, was that too much to ask?

George hadn't caught the name of the victim, but honestly, the name didn't much matter right this second. This second, George wanted to get this over with and get home before the rain got worse. Shit, it hadn't been raining a minute ago. George checked his watch. Had it stopped, or was he just getting even more bored? He considered sneaking his phone out to text his daughter, but thought better of it.

"We're getting nowhere, Captain Stacy," Detective Jeanne DeWolfe muttered, taking a long drag on a cigarette. Those cigarettes took their toll, giving DeWolfe premature wrinkles around the mouth, even though she was just shy of forty. So it was with a certain sense of irony that one could call DeWolfe a relatively fresh face in Homicide. DeWolfe was tough, opinionated, and stubborn to a fault. George couldn't help but like her, even if she was as gruff to him as she was to anyone else.

"That warehouse has been condemned for years," George said, stifling a yawn. "We can't risk sending a team in."

"You hoping it'll cave in on this son of a bitch?"

"Something like that," George said, shrugging.

A high-pitched scream rent the night.

"What the hell?" George cried in alarm. "Get me some lights!"

Floodlights hummed to life and began sweeping the face of the warehouse.

"Captain, look!" one of the officers shouted. Their man was in plain sight, just hanging out of a window, wrapped in some sort of cord.

"Get him down before he breaks his neck!" George said. The officers wasted no time getting inside, and in two minutes were at the edge of the window.

"Captain Stacy!" One of them shouted, "You'd better take a look at this!"

"What's the holdup?" George asked as he ascended the stairs in the warehouse.

"I've never seen anything like it," the officer said, scratching his head. "We can't figure out what this _stuff_ is."

George could understand the confusion. He wasn't sure what he was looking at either. The cord that held their suspect was whitish, and as far as he could tell, simply stuck to the floor with no means of anchoring it.

"He's just dangling here. Like a fly in a web," the officer observed. "What do you make of it?"

"I don't know," George said. "But we've got our guy. Let's get out of here."

This would be more of a problem than George had bargained for. One of the officers had a pocketknife handy. "Hey," he had figured, "this stuff looks thin enough for this to handle." But the cord was not only sticky, but incredibly tough. The knife didn't make so much as a sliver of progress.

One of the other officers had rummaged around and found a pair of bolt cutters. This too failed to make any sort of headway with the mystery substance.

"Goddammit, will someone _please_ get a chainsaw or a soldering iron, or something useful?" George bellowed. This night had gone right past bad to weird. Nothing the police tried would work. After an hour of hacking away, they had managed to snap a handful of fibers. George was starting to worry that this would be an all-night operation, when suddenly, the remaining strands began to stretch, gravity pulling the man toward the ground until the entire cord snapped.

"Oh no you don't!" George shouted as he dove to the floor and snatched the cord just in time, stopping their suspect from falling and suffering an injured back at best. Frankly, George would have preferred this guy had an injured back to the pain in his sternum and gut, but such was life. A small team of officers helped him haul the suspect back to the floor, still covered in the stuff, making it impossible to cuff him, but nonetheless easy to lead him out of the building.

"Who did this to you?" George asked his very dazed prisoner. Upon being addressed though, the suspect seemed to snap out of it and began looking around in a panic. Finally, he looked at George with a manic stare and whispered:

"He wasn't human man, he wasn't human!"

"Did you see his face?"

"No… Wore a mask. The way he moved…it wasn't natural! I'm telling you, just moving along the walls and ceiling, llikelikelikeike—like a spider."

* * *

"Here's something you'll find interesting," Robbie Robertson said, flipping through the previous night's police reports. "Police say that burglar who was holed up in the old Atlas Warehouse was caught."

"Interesting? It wasn't even a hostage situation!" Robbie's editor, J. Jonah Jameson grumbled, exhaling a stream of cigar smoke up to the ceiling of his office. The early afternoon sun streamed through the floor-to-ceiling windows, throwing the smoke into relief. Jameson leaned back in his chair, enjoying the smoke curling through the air and out the sole window that he kept open only by petition of the entirety of his staff.

"He killed someone though," Robbie pointed out, taking a sip of coffee. Jameson signaled him to continue.

"Here's the really odd thing though," Robbie said, setting his mug on Jonah's desk. "Police say they didn't catch him, someone using some kind of goo did."

"Goo?" That was one of those words Jameson disliked.

"'Like a fly in a web' are the exact words."

"Is that it?"

"Guy says this mystery man wore a mask, and could stick to walls."

"Well, there's something you don't hear every day."

"Who do we get on this?"

"Nobody."

"But Jonah—"

"Robbie, this is _The Daily Bugle_ ," Jameson said. "New York's most trusted news outlet." Jameson took a lot of pride in the new slogan, and had taken to dropping it into his normal conversation. "We can't take up valuable page space with some druggie who hallucinated some kind of human bug. If you want to devote space to it, put it in the stiff's obit."

"Maybe it's something we can get on the blog," Robbie suggested patiently.

"Not the blog again," Jameson groaned.

"Jonah, we've gotta think about the future. Or at the very least right now! I know you don't like being reminded about circulation…"

"Robbie, I bought myself a laptop in 2001 because you asked me to. I even got Urich to follow suit. I sit down at the damn thing once a week and write an editorial that we put out for _free_. What more do you want from me?"

But Robbie wasn't listening anymore.

"Jonah, I think you want to see this," he said, pointing at the television in Jameson's office. Jameson used it to keep abreast of ongoing news. It wasn't that Jameson didn't trust his team of journalists, it was just that if you want something done right, you participate. Jameson hit the mute button on the remote to restore sound.

"—Flint Marko, wanted for armed robbery, assault and battery, and a laundry list of other charges. Marko's capture marks the third such instance of this bizarre brand of vigilante justice in the last twelve hours. Midtown High student Flash Thompson was getting a hot dog from a street vendor when Marko raced by in a stolen car, pursued by the police."

"It was amazing!" Thompson, an excitable athletic type, was raving. "It was some guy, just a street performer doing acrobatics across the street. Then suddenly, there's shots going off, and this car just zooms down the street right for these people. And this guy, just springs right into action and starts spraying this stuff from his wrists! And next thing you know, the car is caught in a web!"

"You can see here the remains of the web. Less than two hours after the incident, most of it is already gone. Yet Thompson says that this mystery material held firm."

"So these guys get out and start swinging, and they can't even touch the guy! One of them pulls out a gun, and the guy dodges the bullets! And that's not even the crazy part. This guy _sprints up the freakin' wall_ and does this cool somersault thing and takes them out from behind!"

"A street performer did this?"

"Yeah, I'd seen him a few times, just doing his thing in the weird costume, but man, I didn't know he was this cool! Spider-Man!"

"There you have it, folks, Spider-Man," the anchor said. "Hardly anybody has been able to get a good look at him since he began his crusade of justice, but eyewitness interviews have led a police sketch artist to produce this drawing." The drawing did not show a face. A mask covered it entirely. It looked to be made out of a balaclava, with a thick pair of goggles obscuring the eyes.

"We'll be keeping you informed as this story develops."

Robbie looked at Jonah, who was transfixed by the TV, chomping absentmindedly on his cigar. Was it Robbie's imagination, or was Jonah's flattop standing even more on end?

"Get me photos."

Jonah had suddenly snapped to life, cigar tumbling absentmindedly past his mustache and onto the floor.

"What happened to not doing anything with this?" Robbie grinned. Now it was Jameson's turn to no longer be listening.

"We've got to get this to print, and we've gotta be the first to show people the real deal! I want to know everything about this Spider-Man. Who is he? Why's a street performer trying to do the police's job? How does he vote? What's with the webs? Let's get on this!"

Without any further mind for Robbie, Jameson began barking orders through his office door at his intern Betty Brant, and at whatever reporters, photographers, and editors were in his line of sight. Robbie surreptitiously retrieved the fallen cigar and put it out in the ashtray on Jonah's desk. One question broadcast itself loud and clear in his brain: when was the last time he had seen Jonah so worked up over a story?

* * *

May Parker wasn't sure what to do with her hands, or her feet, or her anything really. Tapping her foot seemed disruptive, not to mention impatient. And she couldn't keep staring at her hands, especially the right one, where a ring still sat. She had thought that if the school had asked her to come down at a certain time, they'd be ready for her at that certain time. She reached into her purse out of a lack of anything else to do, and opened her compact.

"Jeez May, you're a hot mess," she muttered to herself. She hadn't worn makeup in a week. It was like seeing herself for the first time. A lifetime supply of stress etched into a face that had been so carefree until recently. Oh God, there was another gray hair. What was that, the third one today? Not that May was counting, because worrying about gray hairs made you old. And May was _not_ old. Right?

Her reflections on age were interrupted by the door to Principal Davis' office finally opening.

"Thank you for coming down, Mrs. Parker," he said gently, welcoming her into his office, and taking a seat behind a desk that was trying a bit too hard to be impressive. "I know you're not exactly used to this, but we need to have a talk about Peter."

"I agree," May said. "I'd like to know what you're going to do about this bullying situation."

"Bullying situation? Mrs. Parker, I can assure you, we have a zero-tolerance policy for bullying here at Midtown—"

"Then explain where the bruises I've been seeing on Peter came from!" May said exasperatedly. "Do you see any other students with those? I'm telling you right now, if I find out that that Flash Thompson is involved with this…"

"If Peter is being roughed up, I can tell you it's not here," Principal Davis said calmly. "Fights are rare here, but when they happen, people hear about it, and nothing involving Peter has been brought to our attention."

May sighed. She didn't want to let this go, but at the same time, Principal Davis seemed to be taking her concerns as seriously as he could.

"If I'm not here to talk about Peter being bullied, then why am I here?" May asked.

"Well, we've been having some problems in the last week," Principal Davis said. "He's been late every day this week, and some of his teachers are reporting that he's skipping class."

May was too stunned to say anything except: "What?"

"I know, I was surprised too," Davis said fairly. "Peter's teachers have always spoken very highly of him. But now they're concerned."

"Peter's…taken this last week pretty hard," May admitted. "There's the bruises, and he's coming home late, he seems distracted, and he doesn't talk about school any more, and now I'm here hearing that he's not showing up half the time."

"Have you considered that he's getting into something to distract himself?" Davis asked.

"You know him," May said. "He'd never—"

"Grief can make young people do uncharacteristic things," Davis said. "I know this is a difficult time, but you need each other. Reach out to him. And let me know if there's anything we can do to help."

"Thank you," May sighed as she picked up her purse.

"I'll try to keep an eye on him," Davis said, hoping he sounded more assuring than he felt.

* * *

J. Jonah Jameson was disappointed. It had been two weeks, and not one photographer had been able to get so much as a glimpse of this so-called Spider-Man.

"We need a new approach," Jameson muttered. "Something to let people know that _the Bugle_ is where they're going to see him first." His musings were interrupted by Robbie rapping on the open door.

"Still no luck," Robbie said. Jameson didn't respond, as he was too deep in thought.

"We need a new approach," Jameson said again, this time aloud. "City of eight million people, somebody has to see him sometime."

"But how do we get a photographer down in time?" Robbie said. "Set up a tip hotline on Twitter?"

"Please, anything but the T-word," Jameson grimaced. "No, we need something even faster. We need to outsource the photographer's job to the entire city! First one to send us a decent picture of Spider-Man wins a cash prize!"

Robbie shook his head.

"Wouldn't be my first choice, but I don't have any better ideas," he admitted.

"Alright, get it in the evening edition, put it on the goddamn web, do whatever you need to get the word out!" Jameson blustered.

* * *

Situated on the Hudson between Queens and the Bronx, Ryker's Island was the city of New York's preeminent correctional facility. Among the criminal element of the island's population was a range of swindlers, lowlives, thugs, and murderers. Some were repeat offenders, others like Adrian Toomes had only had to kill once to be put away for life.

A sixty-nine year old Air Force veteran, the normally soft-spoken Toomes was an unlikely candidate for murder culprit. Yet, he had confessed to killing his business partner Greg Best three years ago. And despite the best efforts of his lawyers, Toomes had provided no motive. The lack of cooperation or expression of remorse had resulted in the life sentence despite Toomes' age. So Toomes had spent a largely solitary existence continuing as he had been: tinkering away at whatever he could in the prison workshop.

Visiting hours were limited at Ryker's. Toomes normally didn't expect anyone. Whatever family he had left had washed their hands of him, and he found he didn't mind. Today however, he was expecting company.

"Any trouble?" Toomes asked through the phone. On the other side of the glass, Phineas Mason, an old engineering buddy of his shook his head.

"They didn't exactly lock it up," he said. "But they did do their best to bury it. They've changed the design so much that it's unrecognizable from yours, but it'd still be embarrassing for them if anyone found it."

"Is it better?" Toomes asked.

"Well, they've had time and nearly unlimited resources, so yes. There's no nice way to say it, but yes Adrian, their design blows yours out of the water."

"And the public has no idea?"

"One working prototype. Not nearly ready for an unveiling. I wouldn't count on it showing up at any Stark Expos anytime soon."

"Good, let's keep it that way," Toomes said. Making sure his face was obscured from the surveillance camera, he mouthed to Mason 'You know what to do,' before saying aloud "Thanks again for keeping an eye on the place." Mason nodded and hung up the phone. Toomes allowed himself to be led back to his cell where his cellmate Herman Schultz was pretending to sleep.

"What's the word?" He asked as the door to the cell clanged shut.

"We proceed as planned," Toomes said.

"Good, I was gonna be really pissed if I had to return all those cartridges. Hernandez was _not_ happy when we couldn't have whipped cream for two weeks."

"Once we're out, we only have a minute or two to meet Mason at the rendezvous point," Toomes said. "If I'm caught, recover it yourself and come back for me if you can. If not, you know what to do."

Schultz clapped Toomes' hand in a firm handshake.

"You can count on it. It ain't right what happened to you."

"Well I'm gonna make it right," Toomes said. "We just gotta play it cool until tomorrow."

* * *

Peter Parker cast a wary eye down the hallway. The coast was clear. Peter hurried down the hall, clutching a hall pass, just in case he was to run into a hall monitor or teacher. Or worse, Principal Davis. He ignored the trepidatious feeling in his body and kept his eye on the prize. He was almost to his locker, it would just be a couple of seconds there, then he could sneak to the bathroom, and then…

"Mr. Parker, going somewhere?"

Damn.

"Principal Davis!" Peter said, trying not to sound too surprised. "I was just heading to the bathroom." He helpfully displayed his hall pass.

"That's funny, because you're supposed to be in Chemistry right now, and the closest bathroom to the chem lab is _that_ way," Davis said, pointing in the direction Peter had come from.

Peter's brain tried to catch up to his mouth so that he could at least stammer out a halfway believable excuse, but no dice.

"Well now that I've given you directions to the bathroom, perhaps you could return the favor by going back to class and staying there," Davis said. "I know this has been a hard couple of weeks for you Peter, but if I see you out here again during class time, or get another report that you're late or absent, you and I will be having a very serious discussion—in detention. Am I clear?"

"Yes sir," Peter mumbled, as he turned back in the direction of the bathroom he was supposed to be going to. He rounded the corner, then turned around again and peeked around it. Davis was still there, obviously waiting to see if he'd try to head back that way. Peter sighed, and kept on his way.

The rest of Chemistry passed in a daze. Peter had covalence spheres down anyway, so he took the opportunity to surreptitiously mix another batch of his secret project. For a moment, he thought a pretty blonde girl he'd never talked to had given him a weird look, but she seemed to be ignoring him now that the drawer of his desk was closed. Thank God it was ninth period. The bell rang and Peter sprinted out of the room before anyone could even stand. He rushed to his locker, hoping he could get what he needed before there were too many people. He opened his phone, checking Twitter for the news as he threw his locker door open.

"Firefighters rescue tenants in Queens apartment building," the _Daily Bugle's_ Twitter account proclaimed. Peter closed his eyes in relief. He dropped the backpack that held a pair of blue sweatpants and a red hoodie. Through the unzipped bag, Peter could see a pair of goggles staring at him. Judging him. Peter zipped the bag shut before anyone else saw its contents. This time everything had worked out. But what would happen if one of these days Principal Davis stopped him and somebody died because of it?

* * *

Yard time was when it was going to go down. Toomes kept an eye on Schultz's six, making sure nobody was suspicious of what Schultz had under his jumpsuit. The guards generally left well enough alone unless a fight broke out, and Toomes was counting on that. He eyed the yard, wondering who would make a perfect patsy.

It was a shame White Power Bill had been shanked last month, he'd have been perfect for this sort of thing.

Toomes spotted one particularly angry looking inmate, and casually lobbed a small rock at his head and then ducked out of sight. It didn't take long for a fight to break out. Toomes was far away by then, providing Schultz with cover.

Underneath his jumpsuit, Schultz hid the fruits of weeks of labor. Dozens of air cartridges loaded into a miniaturized air compressor, which was then amplified by vibration and forced out of the apparatus, mounted into a pair of gauntlets. Toomes had helped a little bit, but mostly in procuring the parts. Schultz, it had turned out, was a gifted engineer in his own right. The gauntlets worked beautifully. They punched a hole right through the walls separating the two men from freedom. The shock was massive, and even threw some of the guards and inmates twenty feet away off their feet. But that didn't stop them from sounding the alarm. But by then, Toomes and Schultz were already making their move, and the guards were more concerned about letting any more prisoners get through the hole. Unfortunately for Toomes, Schultz was down.

"I told you that you needed more insulation," he grunted as he lifted Schultz's arm over his shoulder and helped him get out. "You're lucky you didn't shatter every bone in your body."

"What was I gonna do, wear a mattress?" Schultz snapped. "I had as much padding under here as I could."

The bickering stopped as they raced for the shore. Right on schedule, a speedboat pulled up driven by Mason.

"Coast Guard?" Toomes asked.

"Having radio problems," Mason smirked, holding up a tiny device.

"Well done," Toomes said as the boat sped for Staten Island and for freedom. What felt like an instant later, Toomes was walking up to his old home, a picturesque farm that had long been abandoned by any of his living relatives.

"Thanks again for looking after the place," Toomes said as he took the key to the front door from Mason.

"No problem," Mason said as he walked up to the barn. "I got your workshop up and running too. Made a few upgrades of my own."

"We'll have to be careful," Toomes said, following him alongside Schultz. "This is probably going to be one of the first places they'll look."

"I agree, which is why I built _this_ ," Mason said proudly. He pulled the barn door open and turned a hook on the wall. A panel of the floor slid open, revealing a set of stairs underneath the derelict workshop.

"You outdid yourself," Toomes said. He led the way down the stairs and took a good look at what he'd gone to such lengths to recover.

* * *

So he hadn't been able to help with the fire. But Peter had made up for it by being extra vigilant on his patrol. As soon as school had let out, he'd raced out of the building, ducked into the nearest alley and suited up. Sure, the costume wasn't glamorous, but what did that matter? Spider-Man had officially made a name for himself. Not only had he landed on the police's radar by capturing Uncle Ben's killer, but he'd officially gone viral in a way that he would have envied when he had started out. There were already YouTube videos of him helping people, but they were shaky at best and unwatchable at worst. And now the _Daily Bugle_ was offering a reward for a decent shot of him, even if they clearly weren't thrilled with him as a person.

Peter rolled his eyes as he read another headline by its publisher about how he shouldn't be taking the law into his own hands.

"Well more power to them," Peter thought, idly kicking his legs from his rooftop perch. "Though I'd love it if they could wait for pictures until I got something cooler looking."

He had been saving the money he'd made doing performances and exhibitions of his powers, but he was wondering what to do with it. He couldn't very well deposit it, Aunt May kept track of his bank account, and that much money pouring in would make her suspicious. And he doubted any self-respecting chemist would accept cash for such large quantities of what he needed to make web-fluid. There was nothing for it, he'd have to get a "real" job too.

* * *

The police car crunched along the gravel driveway before pulling to a stop. Phineas Mason didn't move from the porch as the detectives got out.

"Detective Jeanne DeWolfe. This is my partner Detective Stan Carter. Can we have a minute?" the first detective asked.

"Sure," Mason said nonchalantly. "Nice day, isn't it?"

"You mind telling us who you are?" she asked.

"Phineas Mason. I look after the place."

"This house belongs to Adrian Toomes, is that right?"

"Yep. Family didn't want anything to do with him after he got locked up, so I was the only one he could ask."

"Well I'm sure that you've heard that Toomes has escaped," Carter said.

"I did hear that, but he hasn't gotten in touch with me," Mason said. "If he had, I wouldn't keep coming back here."

"You mind if we take a look around?"

"Can I see a warrant?"

"You got something to hide?" Carter asked, a bit too aggressively in Mason's opinion.

"Nah, just always wanted to say that," Mason said as he got out of the chair. "Knock yourselves out. Careful in the barn, it's his old workshop. He'd hate if any of his old planes got hurt."

Half an hour later, the police hadn't found anything worthy of suspicion. They entreated Mason to let them know if Toomes ever contacted them and were on their way.

"That was a close one," Schultz said as he emerged from the hidden sub-level.

"Whatever he's going to do, he'd better do it quick," Mason said. "And why are you still around here?"

"I've been fine tuning my own gear," Schultz said. "Nobody's going to catch me again."

"They won't have to if you don't find better insulation," Mason said.

"Took care of that too," Schultz said. "I'm going to be ready to roll real soon."

* * *

"Peter, this is the fifth time you've been late this week!"

"Sorry!" Peter said as he scrambled to tie on his apron as he skidded into the Silver Spoon. "Traffic here was crazy!"

Peter had never much cared for coffee, and when you didn't know affagato from an avocado, you would think that would make working in a coffee shop difficult. And you'd be right. The learning curve was steep, but Peter was doing his best to learn everything he could about coffee while retaining everything he was learning in school, and keeping his mind sharp during his patrols. His resolve to never again turn a blind eye to someone in need had superseded the work schedule again.

"Come on dude, I like you, and you work hard, but you're the most unreliable high schooler I've ever hired," Glory the shift manager sighed.

"I know, I suck. I'll try to do better," Peter said.

"You'd better do more than try," Glory said. "I've got a store to run, and other employees to train. I can't be worrying about whether you'll show up for a shift or not!"

"Yes ma'am," Peter said, starting to really feel embarrassed. He was starting to think that a double life was going to be more trouble than it was worth. The shift dragged on, but finally, Peter was allowed to clock out. It was experiment time.

Until now, he had mostly used wall-crawling and his increased jumping capabilities to get around New York. But that was far too slow, and far too dangerous in some areas. So naturally, he had come up with something even more dangerous that he had to try out. The tensile strength of his webbing meant that it should work, but what was concerning was whether super strength meant there would be any strain on his arms.

He'd climbed up to the top of a ten story building. Plenty of other tall buildings around as well, so plenty of anchoring points.

"I can't believe I'm going to try something this stupid," he said aloud.

If he died here, Aunt May would kill him. She would literally take up necromancy, raise his spirit, and then murder him again. He grit his teeth and shot a web-line across the gap between skyscrapers. It landed and the line drew taut.

"Here goes nothing."

He jumped, and held on tight. Fortunately his arms didn't hurt too badly.

"Ow."

What did hurt pretty badly was throttling face first into a building. Undeterred, he tried again from his new position. Slowly but surely, Spider-Man got the hang of shooting a web for a building, swinging, and then shooting a new line. A rhythm developed. Soon, Peter was getting more adventurous, leaping into the air at the apex of the swing, throwing in some acrobatics before launching forward with a new line. Now _this_ was a way to travel! He was really starting to enjoy himself when a shadow passed over him, startling him.

"What the heck?" He landed on a building and surveyed the skies, looking for the source of the shadow. Finally he found it.

Spider-Man wasn't fully sure what he was looking at. It was too small to be an aircraft, but its wingspan made it seem huge. The wings were certainly metallic, but they were designed after avian wings, with the edges appearing to have sharp feather-like protrusions, painted a dark green amidst the gun metal grey of the rest of the rig. And then there was the fact that he could see the pilot, helmet obscuring the face and nothing more than a bomber jacket and olive drab pants for protection. The pilot's hands gripped handles on the inside of the wings, while some sort of framework was built around the legs, perhaps to aid in landing? Whatever it was, it was moving fast.

"Can't be a test flight, not right over Queens," he muttered. "I'd better check it out. That thing's giving me some bad vibes." Indeed, the hairs on his arms were pressing even more against the fabric of his costume, and the base of his skull was tingling ever so slightly. He'd had tinglings like this before, but never so pronounced. Peter put a pin in that puzzling train of thought and focused on the one thing to do: he swung after it.

"How's it going? Nice sky today," he said as he caught up to the bogey.

The pilot turned his head and promptly ignored him. Spider-Man shuddered. Two green pinpricks of light signifying where the eyes were under the helmet gave the whole thing an even creepier feel, like a bird of prey was watching him.

"Hey, no need to give me the cold shoulder," Spider-Man said. "What're you flying? It's pretty neat whatever it is. You with the Blue Angels? 'Cause I hate to tell you, but you got the colors wrong."

"Buzz off," the pilot finally said, his annoyance clear through the speakers on his helmet. "I've got things to do." He swerved, an impressive degree of control afforded to the apparatus by the "feathers."

"Rude!" Spider-Man said, eyes narrowing under the mask as he changed his course to follow. "If I didn't know better, I'd think you didn't want any company."

"I don't. I've got somewhere to be. I'll give you one last chance to back off, or I'll pick you right out of the sky."

"Maybe you haven't heard of me, but I'm Spider-Man. I'm kind of a big deal," Spider-Man said, aiming a webline for one of the wings. "And people who start fights with me don't normally think it's a good life decision after the fact."

"Never heard of you," the airborne acerbic said. "And you're in over your head if you wanna mess with me." The web had snagged the tip of one of the feathers. The pilot moved his arm—Spider-Man was surprised to see that the handles weren't attached to the wings after all— and the wing folded in a near-perfect mirror of the flesh and blood arm, and two of the feathers snapped together like a pair of scissors, severing the web.

"Ooh, looks like it's my first supervillain fight!" Spider-Man said enthusiastically, shooting another line so he could keep swinging. "This is great! Now I really get to call myself a superhero. So what's the name, huh? The Green Goose? The Buzzkill Buzzard?"

"I'm not playing games here, kid," the now seriously aggravated man said. "If you're gonna keep interfering with me, I'm gonna have to put you down."

"Oh, you're no fun anymore," Spider-Man said. "But if it's a fight you want…"

But it seemed that his new adversary wanted more to continue on his path than to fight. With a loud revving, the flight rig increased its already considerable speed, comparable to a jet fighter.

"I've gotta follow that thing," Spider-Man said. "Man with that kind of attitude can't be up to anything good." But almost as soon as the chase began, Spider-Man lost sight of his prey.

"Aw man where'd he go?" Spider-Man moaned. Then the tingling at the back of his skull started again. But it was too late. As Spider-Man looked up, the thing was descending on him from above, a trio of claws attached to each boot poised to grab him.

"Let me go!" Spider-Man yelped in pain as his arms were caught in the talons. "Come on, I didn't do anything to you!"

"You distracted me," the cold voice of the pilot came through the helmet. "And I've got no time for distractions, so this ends now. Goodbye, Spider-Man."

With those chilling last words, the assailant leaned forward into a free fall dive, Spider-Man still in his clutches. The sights and sounds of the city whooshed by Spider-Man almost as fast as the rest of his life currently going before his eyes. He had to figure something out. Was he going to drop him, or simply slam him into the ground? He couldn't move his arms, but he could still use his web-shooters. That was a start. He began firing off as much webbing as he could, hoping that it would catch and slow both him and his attacker down. It was a rough sort of net, but it was sufficient for the masked man to release his grip and attempt a more direct approach. Spider-Man spun in the air to avoid his aerial bum rush, but was too slow and was slammed into a building. Shaking his head to clear the clouds, he sprinted up the side of the building, trying to figure out a way to get the fight back under his control.

"You're pretty resilient, kid, I gotta give you that," the pilot said, hot on Spider-Man's heels. "But it's youth vs. wisdom here, and I think we both know which wins."

"Well in the personality category you definitely lose by a _wide_ margin," Spider-Man said glibly. His opponent made no reply but buzzed him again and again. He was succeeding in wearing Spider-Man out. Finally, Spider-Man was too slow and felt the talons once again seize him.

"Let's go for a ride, shall we?"

Try as he might, Spider-Man couldn't free himself as they flew over the East River near Long Island. And then suddenly he was plummeting once more.

"Oh shit!" He yelped as he fell. He tried shooting a line for his hovering foe, but missed. Thinking fast, he set the web-shooters to a slightly finer spray than what he'd used for swinging. The solid construct formed a crude parachute, but he still hit the water hard.

"Yow, that guy wasn't messing around," Peter thought as he swam for his life towards Long Island. He could see the bird-like shape continuing on its course. "Can't quit now though."

Finally, he reached the shore, and like a half-drowned cat staggered out of the ocean. He really wished he hadn't let the fight carry him so far from his phone. There was no sign of his quarry in the sky now. There was nothing else he could do until he turned up again.

* * *

"Well that was a pretty impressive test flight," Mason said as Toomes came in for a landing through the opened roof of the barn.

"Yep, she works just like I thought she would," Toomes said proudly, taking off his helmet. "But we have a problem."

"What kind of problem?"

"The kind who calls himself Spider-Man," Toomes said. "He got in my way."

"Yeah, I've been hearing about him in the news. At least he didn't stop you," Mason said as he helped unbuckle Toomes from the harness.

"He didn't this time," Toomes said. "In fact, he was lucky I didn't make sure to finish the job. But I don't like the idea of that changing."

The harness was locked into its holding and lowered into the sub-level. Toomes and Mason followed via the stairs. Schultz was still tinkering at his own gear.

"Is everything ready?" Toomes asked.

"Schultz helped me with a few more things," Mason said proudly, presenting Toomes with a plasma rifle. "This baby can cut through reinforced steel no problem. And disintegrating bombs, leave no fragments behind."

"Perfect," Toomes said. "It's coming together beautifully."

* * *

"Aaaand back across the river," Spider-Man moaned. Why couldn't the bird guy have dropped him closer to the other shore? He climbed up the nearest building, still sopping wet, and started swinging for the Robert F. Kennedy bridge. He was really starting to be grateful he'd decided to try the whole web-slinging thing. Sure beat taking a cab.

Finally, he arrived back where he'd hidden his bag and his street clothes. They were untouched, although Peter winced when he saw the number of messages from Aunt May. He grit his teeth and gave her a call.

"Hey, sorry Aunt May, phone died, but I found a charging station—"

"Okay, are you heading home then?" Aunt May asked. Peter took a hopeful look at the sky again. Still no sign of his mystery man.

"Yeah, I'm on my way," he said, hoping to God he'd be dry by the time he got back home. For the next twenty-four hours, Peter couldn't stop thinking about his encounter with the flying man. He'd never gone up against anyone more intimidating than a mugger before. This one was going to take some doing. As soon as school was over, Peter rushed away from the grounds and to the closest alley he could find so he could change into his Spider-Man costume.

Two hours of web-slinging availed him nothing. Everything seemed quiet in Queens. Peter took a seat on top of an apartment building, trying to rethink his approach. Some kind of tracking device would come in handy. But even if he could get something like that working, he'd have to get it onto the bird-guy without him noticing, so that solution wasn't particularly helpful right this second. His phone rang, and the caller ID dispelled any temptation to ignore it as it was Aunt May.

"Hey May," Peter said, pulling up his mask over his mouth so she could hear him clearly.

"Oh my god, you're okay," May said in relief. "There's some sort of thing flying around blowing up factories!"

"Whoa, what?" Peter said. This sounded like his guy.

"Please get home as quickly as you can," May said. "I really don't like the thought of you being out there when this thing could be anywhere."

"I'll be fine May," Peter said. "I'm not a little kid anymore!"

"I know," May said patiently, "But the world's gotten a lot weirder lately, Peter. Just steer clear of anything that looks iffy and use your best judgment."

"Yeah, sure thing," Peter said. "I'll be home soon." As soon as the call ended, Peter pulled up the news on his phone.

"OSCORP PLANT HIT BY BLAST," read one headline, "POTENTIAL AIRSTRIKE AT BROOKLYN OSCORP PLANT," claimed another. Yet another proclaimed that the attack on the Brooklyn plant was the third that day, the other victims also Oscorp manufacturing facilities. Well that explained why he hadn't seen his mystery man, he'd stuck to Queens while this guy had been all over New York!

"What's he want with Oscorp?" Peter wondered aloud. As he scrolled through more articles, Peter came across the _Daily Bugle's_ coverage of the incidents. Their report was nothing new, but what caught Peter's eye was an article linked at the bottom: "NO PROGRESS ON ESCAPEE INVESTIGATION." Peter clicked on it, curiosity getting the better of him.

"Police say that there has been no progress on the investigation and manhunt surrounding two escaped Ryker's Island inmates. Adrian Toomes, 69, and Herman Schultz, 36, made a daring escape four weeks ago using what investigators believe to be an improvised explosive device and with the aid of an unidentified outside accomplice who ferried them away from the island. Toomes was serving a life sentence for first-degree murder charges brought on him three years ago, and Schultz was serving two-to-five for armed robbery and breaking and entering. Any information on the whereabouts of these two dangerous individuals is highly encouraged to be shared with investigators. They should be considered armed and not approached under any circumstances."

Peter had chosen to call the tingling at the base of his skull his "spider-sense," and as far as he could tell, it warned him of incoming danger. It couldn't tell him things that he had no way of knowing, but the timing of all of this was giving him a hunch. He searched the _Bugle_ site for any coverage they'd done of Toomes. It had been a pretty sordid affair; Toomes had murdered his best friend and business partner of twenty years. He had provided no motive, but prosecutors had suggested that his partner had been planning on selling their company, Toomes-Best Aeronautics. The article didn't mention whether the sale had gone through. So he searched the web for the company. Turned out that as soon as Toomes had been put away, the company's assets had been liquidated and its patents acquired by Oscorp. Spider-Man pulled his mask over his face. He'd have to move quickly if he didn't want to make Aunt May worry more, but there was something he had to check out.

* * *

"It seems this was the cause of the breach," the hazard analyst said, holding up a spider in a pair of tweezers. Everything on the lower levels had been sealed off while the team preserved catalogued the site and surrounding areas exactly as they had been at the time of the accident. It had been time-consuming, but they had finally been able to start drawing conclusions.

"It was in the testing field?" Norman Osborn asked.

"That's right," the analyst said.

"So it was exposed to whatever Octavius was working on."

"It would seem that way."

"I want everyone on the biochem team on this thing right now," Osborn said.

"Sir?" The analyst said, confused.

"We have ourselves a test subject, albeit a few steps ahead of schedule," Osborn said. "Even if it's dead, its corpse will tell us everything we need to know to get to human testing that much quicker."

"Right away sir," the analyst said. Osborn dismissed him, as right on the analyst's heels, his personal assistant Donald Menken entered the restricted zone.

"Another plant was hit," Menken announced. "Same attacker, same weapons as far as we can tell."

"I could have told you that," Osborn snapped, rubbing his temples. "Get me something more surprising, and put every other facility on lockdown until this gets sorted out."

"The FBI has been on the line," Menken said. "What should I tell them?"

"Whatever you need so that they'll get off our backs and let us handle this our way," Norman said. "We've survived worse than this without any help."

* * *

The facility had been hit good, that was for sure. It was still crawling with personnel and police, but Spider-Man knew how to evade their notice. He found a map near what had been the lobby, and found that there was an archive of sorts. Sticking to the ceilings, he carefully made his way down there, his spider-sense letting him know when someone got too close.

The archives were totally trashed. In fact, it looked as though some of the worst had happened here. Spider-Man wondered whether that had been the intended target. Nothing had survived the flames. The shelves were empty save piles of soot where boxes had been. Fireproof filing cabinets had been opened and their contents used to fuel the inferno.

"You're the spider-guy right?" a voice said, taking Spider-Man by surprise. He had been so engrossed in what he was looking at that he'd ignored sensing anyone else. He spun around and found himself face to face with a young archivist.

"Uh, yeah, that's me, Spider-Man," he said. "What happened here?"

"It was the Vulture."

"The what?" He asked. The young woman seemed to be in an almost shock-like state.

"The Vulture," she repeated. "It was a patent for a one-man flight platform whose file we stored here. The TB-0563 Vulture. Someone built a working one."

"And blew up the building," Spider-Man finished.

"Yes. But he didn't just strike from above, he came in here and found the patent and took it with him before doing all this."

"That patent," Spider-Man said. "Who invented it?"

"I believe it was an acquisition from a defunct company," the archivist said. "But how would anyone know about it?"

"I think I've got a pretty good idea," Spider-Man said grimly. "Is there any surviving record of the patent?"

"We had an electronic copy, but our server was hit too," the archivist said, shaking her head. "There should still be a copy in the master server at Oscorp Tower or in the main lab in Queens."

"Thanks," Spider-Man said as he made his exit. "If you can, tell them to lock down as tightly as they can." It was at this embarrassing moment that his phone went off. It was Aunt May.

"Uh, sorry, gotta take this," he said. "Hey, on my way! Traffic is just nuts, that's all. Don't worry, it's all good, no sign of death from above. Okay, later."

The archivist didn't seem to know what to make of it.

"...I gotta go," Spider-Man finally said.

* * *

"Hey hey, there he is! How's revenge feel?" Schultz said as Toomes returned. The Vulture harness was soon being lowered down to the hidden sub-level.

"It's everything they ever said," Toomes said smugly. He set down the plasma rifle and unslung the bag where he'd stored his takings from his shoulder.

"Hey, you're on the news!" Schultz said excitedly.

"Authorities are still baffled by what seems to be either corporate sabotage, or terrorism," the anchor said. "Four Oscorp plants have been hit and raided thus far. But perhaps the most puzzling piece of the puzzle is Queens' local crime-fighter, the Spider-Man. Witnesses claim that the wall-crawler was seen leaving one of the ruined factories, _Daily Bugle_ editor J. Jonah Jameson had this to say:"

"Well either he's trying to do the feds' job and solve this case, or he's complicit!" Jameson blustered. "Maybe there's something to that cliché about returning to the scene of the crime. Either way, he's a problem, and we shouldn't have to stand for some guy in long johns trying to take the law into his own hands."

"Man, this is great," Schultz said, "The way that clown keeps talking, they'll blame Spider-Man, not you!"

"Are you kidding me?" Toomes said. "This is a disaster!"

"Huh? Why?" Schultz asked.

"Herman, we're two cons on the lam and one accomplice," Toomes said pointing at himself, Schultz and Mason. "Now we don't know _anything_ about Spider-Man. We have to consider the absolute worst possibilities. If he's been to one of the sites, he may have found something that will link it back to us!"

"That's bad," Schultz said.

"Do you think so?" Toomes sneered.

"Don't panic," Schultz said. "You just hit that one like what, an hour ago? Even if he does find something, we've got some time still."

"I'm not risking it," Toomes said. "We move our timetable up. Mason, is everything ready?"

"I need two hours," Mason said. "Those final adjustments can't be half-assed." Toomes nodded grudgingly and opened up the bag and removed a file.

"Make sure nobody ever sees this until I say so," Toomes said, handing it to Mason. "Burn it if you have to. Schultz, I need a favor."

"Look man, we're even," Schultz said. "I helped you break out, you let me lay low here. I'm not doing anyone any favors. You want my help, it's going to cost you."

"You'll get paid," Toomes said. "But not by me. Because I want you to do what you wanted to do in the first place with all that stuff you've made."

"I get it," Schultz said. "So I'm the distraction?"

"Please," Toomes said. "You'd be the distraction if I thought you couldn't take him. But he's just a kid, he's way in over his head here. Just light up a couple banks and do your thing, and then wham!"

Schultz considered his options. After a moment's thought, he put his hand forward and eagerly shook with Toomes.

"Alright, I'm in. Spider-Man won't know what hit 'im."

* * *

Peter glanced at the front door of the house. There was no way Aunt May was going to let him go out again, but he had to find the Vulture. At the very least, he could start preparing by doing a bit more detective work. To start with, he had to find out more about Adrian Toomes if he was going to head his suspect list. He was sure the police would have already checked Toomes' home, but it couldn't hurt to take a peek. He dug up Aunt May's phone book. It was a few years out of date, but he was fairly certain (or at least he was hoping) that it fell within the time period just before Toomes had been arrested. He was in luck. Only one Toomes was listed, with an address on Staten Island. So that would be a bit of a jaunt, but Peter was determined to do this investigating thing right. He looked at the clock: 6:45. He'd been home an hour and a half. There was nothing else for it. He was going to have to sneak out.

"Hey, I'm heading over to Anna's to watch _Downton_ ," May said.

"Okay, I've got homework I wanna finish," Peter said.

"Call me if you need anything," May said, planting a kiss on his forehead. The door to the house closed, and Peter could hardly believe his luck. Sneaking out didn't exactly win him any conscience points, but at this point, Peter was going to take what he could get. The Vulture was as good as caught.

* * *

Of course it would be Staten Island that he'd have to go to. Of course it would be a massive pain in the ass to get there even with spider powers. Not only did he have to cross Queens, but Brooklyn and the Verrazano-Narrows Bridge before he was even in the right borough. And that was if he made it there without any major distractions.

Brooklyn may have had a certain reputation in Queens, but Peter had never really minded it. But to his surprise, he hadn't even been there five minutes before his attention was caught by a nearby explosion.

"Come on," he moaned. "I just want to track down a bird-man, is that too much to ask?" Following the sound and his now buzzing spider-sense, Spider-Man arrived at a small Bank of America branch. The glass front was completely shattered, and the metal frames of the doors were blown to the side.

"Wow, what happened here?" Spider-Man asked himself. His spider-sense intensified, but he wasn't quick enough to dodge an invisible blow. Had he blacked out? The next thing he knew, he was nestled snugly into the Spider-Man shaped dent he'd just put in a sedan.

"Well that didn't take long," a gruff voice said. "Figured I'd have to hit two or three of these things before I got your attention."

"Aw, you were trying to impress li'l ol' me?" Spider-Man said as he peeled himself out of the side of the car and got a good look at his assailant. "Well try again, because I don't think I could ever find a mattress terrifying."

If it wasn't a mattress, Spider-Man had no idea what this guy was wearing. All he could see was that it was thickly padded, and an unsightly mustard yellow. A mask obscured the face, made of the same yellow material as the suit, with a triangular swath of leather further protecting the crown of the head and the back of the skull. An insulated vest and combat pants and boots completed the….ensemble for lack of a better word.

"Terrifying you ain't the idea, pulverizing you is," the newcomer said. He punched the air, and Spider-Man's spider-sense again warned him of danger. Spider-Man was surprised to see that even though his assailant was all the way back in the bank, his punch was creating shockwaves of force that were rippling toward him. Spider-Man leaped out of the way a split second before the shock would have hit him. A streetlight behind him was instead blown off its fastenings.

"Like it?" The attacker asked. "Cooked it up myself. Pneumatic compression shocks. I know from experience, they'll break your bones."

"Yeah, duly noted," Spider-Man said. "Look buddy, I've got things to do, so what say we wrap this up nice and quick?"

"Oh you'd like that, wouldn't you?" the man said. "But I made a deal to take you out, and the Shocker delivers!"

"Well so does Famous Nick's, but do you have the secret sausage or the family marinara? Didn't think so." Another shock was sent in reply, and summarily dodged.

"You know, he was right. You're just a kid in over his head. Almost seems unfair to put you down."

Now this was interesting. Spider-Man knew he had to find out more.

"So you'll let me go?"

"Nah, I'll get over it," Shocker said as he unleashed another blast. Spider-Man dodged again, but Shocker was quick on the draw and had fired again. This one struck true, and boy howdy did it hurt even more than the first one. Spider-Man crumpled to the ground, doubled over in pain. Shocker had closed the distance between them and delivered a powered-up punch to Spider-Man's jaw.

"Should've stayed home kid, you're dealing with the professionals."

"Professional what, exactly?" Spider-Man wheezed. "Professional doofuses?"

"Oh I am wounded," Shocker said, rolling his eyes. He punched Spider-Man again, and was greeted with a satisfying crack from the ribs. "I don't see why he thinks you're a threat, but a deal's a deal, so say g'night, Gracie."

"Good night Grace," Spider-Man said, but the taunt came at the expense of focus, and Shocker hit him hard again. Everything went black.

Peter wasn't sure how long it had been. All he knew was that everything hurt and that Shocker was nowhere in sight.

"You know, I'm starting to think being a superhero is bad for your health," he said aloud. His hearing had left temporarily, replaced by a persistent case of tinnitus, but as his hearing returned, it was replaced with sirens. Collecting himself as much as possible, he sprinted up the nearest wall and onto the roof of a building across the street from the bank. A line of cars piled around the bank and officers swarmed out.

Spider-Man wasn't sure what to do now. He could try to make for Staten Island again, but he had to find out more about Shocker too. His mind was made up for him by a low rumbling sound nearby.

"This is going to suck," he muttered. That rumble couldn't be Shocker, right? There was just no way he'd be dumb enough to hit another bank just a few blocks away, right? Not with the police so close?

Oh. He was wrong. Oh boy, was he wrong. This other bank had been blown apart just like the other. The police probably hadn't even left the Bank of America yet. At this rate, Shocker would be gone again. Hating himself a little, Spider-Man decided the best course of action would be to sneak up on him and tackle. He jumped down, hoping Shocker wouldn't hear the sound.

Well damn, this was just a night for being wrong. Shocker spun around and nearly doubled over laughing.

"Oh very funny," Spider-Man said from the opposite side of where the door had been. "Bet you can't hit me from here!"

"Ain't you learned nothin' yet?" Shocker guffawed. "It doesn't matter whether I'm close or far, I can still kick your ass!"

"We have _got_ to do something about that grammar problem of yours," Spider-Man said disdainfully, "It's ain't you learned _anythin'_ yet?"

"Po-tay-to po-tah-to," Shocker said, sending another shock towards Spider-Man.

"See, who actually says po-tah-to?" Spider-Man mused, keeping on his feet and desperately hoping for a plan to come to him. He tried to take in his surroundings. Shocker had hauled in a couple of duffel bags to store the cash in. They were full. That was a start. He launched weblines at the bags and gave them a yank.

"No!" Shocker cried, stretching his hand out for one of the bags. This was the opportunity he'd been waiting for. Spider-Man rushed in and kicked Shocker in the chest.

"Heh. Nice try kid," Shocker said. "But this here suit does more than keep me from bustin' my own ass. Keeps guys like you from doing it too!"

"Ah nertz," Spider-Man muttered as he dodged another series of punches. Shocker's costume may have left a lot to be desired in the intimidation category, but Spider-Man couldn't deny it was doing its job well.

"So are you too old to get what I mean if I threaten to turn you over to the Fire Nation?" Spider-Man asked, wishing that running his mouth wasn't the only strategy that was coming to mind.

"Oh my god, just shut up," Shocker said. "It's stopped being cute."

"You think I'm cute?!" Spider-Man took the opening Shocker had given him to tackle him. It worked better than punching him at any rate. The combined weight of the two fighters carried them outside the bank. Spider-Man wasted no time in laying down a thick spray of web over Shocker.

"Big mistake kid," Shocker said. "I can still move my thumbs—dammit."

"Yeah wow, really should've tried that before saying anything," Spider-Man said as he doubled down on covering Shocker's hands, making sure he couldn't use the gauntlets. "Now I'm gettin' real hungry. For info. From you."

"Or what? You'll eat me instead?" Shocker cackled.

"Don't be gross, Herman," Spider-Man said. Even though he couldn't see Shocker's face, Spider-Man knew he'd gotten a reaction. "That is your name, isn't it?"

"How did you—?"

"And your pal Adrian Toomes is the Vulture who's been hitting those Oscorp plants because they bought his company, am I right?"

"I ain't saying anything else."

"I didn't really need you to, you kind of told me everything I needed just now," Spider-Man pointed out. "I have Toomes' address. By the time that dissolves, the cops'll have both of you back in your cell. It's been fun, Shock! Let's never do it again!"

It was at that moment that a police car finally pulled up, sirens wailing.

"Freeze!" An officer shouted, aiming a gun at Spider-Man.

"It's okay, I got your guy! Money's here and everything!" Spider-Man said, waving.

"I said freeze! Hands where I can see them!" The officer shouted.

"Dude, really? I just did you a huge favor!"

"I'm not going to tell you again! Hands where I can see them!" The officer repeated.

"Know what? It's cool, I don't expect thanks," Spider-Man said, raising his hands above his head. Before the officer could do anything however, his gun hand was webbed to his car.

"You can just bill me for this one," Spider-Man said as he swung away. "Courtesy of your friendly neighborhood Spider-Man!"

* * *

Every cell in his body cried for him to just go home, especially before Aunt May got back. "Not on the table," his brain said. He had Toomes right where he wanted him.

He hoped.

It took another hour for him to reach Staten Island. Praying that May and Anna had decided to binge _Downton_ , Peter raced for the address, following his GPS as best he could while webslinging.

The farmhouse certainly screamed supervillain lair at this time of night. Unwilled, incidental music from _Scooby-Doo_ played in his head.

"Okay gang, split up and search for clues," he said aloud. He let himself laugh, releasing some of the tension. His spider-sense wasn't tingling yet, so he guessed he was alright. He relaxed his gait a bit and crept to the house. No lights, windows and doors all closed. He hesitated. Was he really about to break into a house just on the off-chance that there was a criminal enterprise running out of it? Out the corner of his eye, he saw the barn. Of course he wasn't going to break into the house, he was going to break into the barn!

Despite the darkness, he felt rather conspicuous crossing the open space between the house and the barn. The gravel and dust of the driveway crunched beneath his sneakers. Spider-Man cringed; getting into the barn was going to be far from silent. There was no lock on the door, but the door's hinges looked rusty. This wasn't working. He tentatively touched the wall of the barn and clung to it. Moving as slowly as he possibly could, he scaled the wall, careful to make as little sound as possible. None of the windows on his side were open, so he decided to test the roof, see if he could find something better. To his surprise, he found an open hatch right in the center of the roof. As quickly as he dared, he crawled across the roof and peered inside. The beam of moonlight only illuminated a small square of the floor, but his heightened senses could make out a number of planes and tool benches inside. Attaching a webline to the roof, he lowered himself down slowly. The instant his foot touched the floor, his spider-sense began to violently tingle. He wasn't alone.

His senses went into overload trying to zero in on the other person—or people—in the barn with him. Time seemed to slow to a crawl. A panel near the lights didn't seem like it belonged there. And it had started blinking. The floor shook. Spider-Man leaped to the wall as a slab of concrete slid away from where it rested, revealing a hidden staircase.

A middle aged man was ascending. Spider-Man didn't know what to do. Before his instincts could settle on a single course of action, the man was in the main area of the barn. He looked up and saw Spider-Man, and let out a high-pitched scream. This surprised Spider-Man so much that he screamed too, which just made the man scream even more in a terrible negative feedback loop that was only stopped when Spider-Man got so wrapped up in screaming that he let go of the wall.

"You scared the shit out of me!" The man grumbled.

"You're one to talk, gave me a heart attack with that scream!" Spider-Man snapped.

"Look, anyway, I'm glad you're here I guess," the man said. "I was wondering whether it was safe to come out."

"Safe?" Spider-Man said. "What do you mean, 'safe?' I've got the drop on you, Toomes!"

"Oh for the love of—I'm not Toomes!" The man said. "I just watch his place."

"Oh," Spider-Man said, trying not to feel too embarrassed.

"Or at least I did until he busted out of jail," the man said. "He threatened me. Made me swear I wouldn't turn him in."

"So he's been here?" Spider-Man said. This night wasn't a total loss after all!

"Yeah, but he's long gone," the man said.

"No big, I'll just wait for him to come back and then take him by surprise!" Spider-Man said.

"Bad idea," the man said. "He's hitting the big one tonight."

"The big one?"

"He's going for the top dog. The real enchilada."

"Dude. The what?"

"He's going for Norman Osborn. At the main office."

"Oh jeez."

"You'd better hurry if you want to catch him."

"No kidding! Think you can give me a lift?"

"Did you see a car when you came in here?"

That was a no.

"Well, uh, call the cops I guess," Spider-Man said. "I'm on the case!"

He began to climb up the web strand he'd made earlier, only to be reminded by an incredulous glance from his informant that he didn't need to be stealthy anymore and just took the door.

At least, that's what he would have done. As he reached for the door handle, his spider-sense flared so intensely, it was almost paralyzing. Then came the realization that it wasn't his spider-sense, he was actually paralyzed.

"What a gullible idiot," Phineas Mason said as he loomed over Spider-Man, holding something that looked suspiciously like a ray gun. "Sit tight, kid, I think Toomes'll want words with you."

Spider-Man struggled with all his might, but no matter how hard he tried, he couldn't move. Within a few seconds, his vision began blurring, and everything went black.

* * *

"This stuff is just what we've put together in a few weeks," Adrian Toomes said proudly, patting the plasma rifle with the same bizarre affection one would show a sports car. "You may have seen our test runs on the news."

"I did see a little something about that," his client, Alex O'Hirn chortled. O'Hirn was a thick South African with a heavy jaw and a heavier gait. Behind him, his security detail restlessly fidgeted. Toomes held them in his peripherals. He didn't think they were about to start something, but ever since the shit hit the fan with Greg, he didn't trust anybody. And who twirled a lasso for shits and giggles?

"And what about that rig?" O'Hirn said, pointing at the wings which were at rest about ten feet behind Toomes.

"Nah, that one's staying with me for now," Toomes said. "Call me sentimental, but it's kind of my life's work. I'm sure your boss will understand."

"So it's just the one, then?" O'Hirn asked as he examined the rifle.

"Just the one for now, but we hope to get production capital up and running soon. Think of it as an investment," Toomes said. "If your employer is happy with the product, we're happy to let him in on the ground level. And who knows? Maybe he'll even be able to buy a fleet of these babies once I'm grounded for good."

"I don't make decisions for him," O'Hirn said. " _Nobody_ makes decisions for the Kingpin. But I'll tell him what you said."

Toomes supposed that was the best he was going to get on that front.

"So the plasma rifle clearly has your interest, but how are we feeling about the —" he was cut off by the ringing of his burner phone.

"I'm so sorry, but I should probably take this," he said. O'Hirn didn't seem concerned as he was now examining the fragment-less bombs.

"What?" Toomes snapped under his breath into the phone.

"We've got a problem," Mason said on the other end.

"What kind of problem?" Toomes said aggressively, "'A problem' is not something I want to have when I'm about to close the sale!"

"Your spider-friend showed up. He's definitely on to you. And I haven't heard from Herman in a while, so we can probably count on him being out of the picture."

Toomes pinched his sinuses.

"Dammit. Well, did he see anything?"

"He saw me coming out of the basement, but I managed to subdue him. I thought you might want to come and take care of this personally."

Toomes was about to retort that this was the dumbest thing he'd ever heard, but something clicked in that moment.

"Mason, you brilliant son of a bitch, you've just given us our sales clincher," Toomes grinned. He turned to O'Hirn and the Kingpin's enforcers. "It's your lucky night, boys. You get to see what our products can do against an honest-to-god superhero!"

* * *

The crick in Spider-Man's neck was what brought him back to consciousness. Shaking his head was a mistake. He groaned in pain. He opened his eyes to see his hands zip tied to a support beam in the barn.

"Good, you're awake," a harsh voice said, grabbing his attention. There was no question this time: that was Adrian Toomes. Even without the helmet, the balding head and hooked nose coupled with the familiar flight jacket gave a distinctly Vulture-ish vibe.

"Toomes, I didn't know you ran an airbnb out here!" Spider-Man said. "I would have dropped in ages ago!"

"See fellas? Just a punk kid who's stuck his nose where it doesn't belong," Toomes said. Spider-Man caught a glimpse of the guy from earlier, plus a group of unsavory-looking characters lurking behind Toomes. "But this snoop's put my partner back behind bars already. Now, I don't think you want the same trouble befalling your operation, so we're going to end the problem here."

"Oh what, you're gonna rematch me just to make a name for yourself? Give me a break, I don't even see your wings," Spider-Man said.

"Making a name for myself comes with the territory in this business," Toomes said. "But actually, I'm just going to shoot you."

Peter didn't need a spider-sense to tell him he was in deep shit. His mind raced, trying to think of a plan. He tried to move his hands. It was painful, so that wasn't an ideal option, but Vulture hadn't bothered removing his webshooters! The Vulture had drawn a gun that looked like the one that had stunned him, and had it aimed between his eyes. Praying to whoever would listen that his own aim was good, Spider-Man shot a line of webbing at the gun. Vulture yelled as the gun was yanked out of his hand. Spider-Man caught it, wondering what he was going to do now. He was grossly outnumbered.

But hey, he had a gun. He'd caught it by the side of the barrel, so he took aim and fired a laser into the darkness. Even without a bullet, the recoil hurt like hell, but it made his opponents jump. That bought him precious seconds. He shot more webbing with his free hand at the barn's support beams, forming a crude net. He fired the gun again for good measure, careful to aim only just slightly off so as to keep everyone on edge. This was clearly not as effective a second time, as they had split up and were advancing on him, even slowed by having to go around the web. It was now or never. Gritting his teeth through the pain of the zip ties cutting into his flesh, Spider-Man tore with all his strength against the restraints. A few agonizing seconds later, he'd snapped them. Indistinct swearing erupted from the group of criminals, as they hurried to rush him. But he could move again, what did he have to fear?

"Guys, please! Form an orderly line and I'll get to you in the order you were received!" Spider-Man quipped as he sprang into the air. His spider-sense warned him too late that a lasso had been thrown around his foot, dragging him painfully back to earth.

"Get 'im, Ox!" Someone shouted. One of the bigger guys in the group wound up for a haymaker, but he was too slow and found himself blinded by a gob of web.

"'Ox'? Is that any way to talk to your friends?" Spider-Man said, yanking his foot so that the lasso was jerked out of its owner's hand. "And what do they call you? John Wayne?"

"I ain't interested in banterin'," the lasso's owner said. "The bird's right though, we gotta take you out!"

"Take me out? But we've only just met!" Spider-Man said as he jumped towards a wall, hoping he'd be out of reach long enough to get the lasso off his foot.

"Outta my way, Montana!" Ox shouted, still blinded. "Lemme at 'im!" Without waiting for a response from anyone, Ox began charging in the general direction of the wall Spider-Man was hanging on. He ran full throttle into a workbench and knocked the wind out of himself.

"Yikes. For hardened criminals, you guys are a bunch of clowns. I mean, the one dude's been in a judo pose the entire time and hasn't done anything!"

Everyone turned to face the thug in question who indeed was standing at a forty-five degree angle with his hands raised in a striking pose.

"I was kind of hoping someone else'd get him first," he admitted, dropping his hands in defeat.

"Good going Dan, you're making us look real professional," Montana sneered.

"Well excuse me! I don't see you being helpful without your stupid lasso!" Dan retorted.

"You three are embarrassing me," the large South African sighed. "And I have to say I'm a bit disappointed, Toomes, I—wait, where the hell _is_ Toomes?"

As Spider-Man's spider-sense flared again, the barn practically exploded. The Vulture came tearing at full speed through the back wall, arms outstretched toward Spider-Man. The sight was so stunning and unexpected that Spider-Man was unable to react in time. A painful two seconds later, he and the Vulture were outside the barn and hurtling towards the house.

"You're making me look bad. That really has to stop," Vulture said furiously. He punctuated that statement by throwing Spider-Man as hard as he could through the bedroom window. Glass shattered and Spider-Man grunted as he hit the wall. Fighting through the haze that was coming over him, Spider-Man pulled himself to his feet. The Vulture was hovering outside the window. He obviously knew there was no escape for his prey.

"You just couldn't leave well enough alone, could you?" Vulture shouted through his helmet's speakers. "My business had nothing to do with you. But because you insisted on butting in, you're going to die."

"Seeing as I'm trying to do the whole superhero thing, you wanting to kill Norman Osborn kind of has everything to do with me," Spider-Man retorted. Toomes actually laughed at that.

"You seriously think this is about Osborn?" Toomes cackled. "Okay, I admit the test strikes on his plants felt pretty good, but what's the best revenge against a rat bastard like that? Beating him to the market. And I'm not going to stop at the government or whoever he's selling his shit to. I'll sell to anyone who'll pay!"

"So this was just about money?" Spider-Man said through gritted teeth. "Nothing else? After all those people who got hurt?"

"Come on, in this world what else is there?" Vulture said dismissively. "A man's gotta do what a man's gotta do to make his mark on the world. And I've finally found a new career that suits me pretty well."

"Wow, I knew they taught trades in prison, but who knew they had such good life coaches?"

"Anyone ever tell you that you're not funny?"

"Honestly, you should feel pretty honored. Most people are out cold by this point."

"Hate to break your streak kid, but this ends right now."

"Couldn't agree more!" Spider-Man said as he sprang onto the wall and then out the window. The maneuver had taken Vulture by surprise, as Spider-Man tackled him. The wings were still proving to be a problem as they slashed at him, even as Toomes' punches flailed wildly.

"Okay, time to get the heck out of dodge," Spider-Man said as he flipped over onto Vulture's back. He nearly fell as Vulture accelerated, trying to throw him off.

"Ride 'em cowboy!" Spider-Man hollered as he clung to Vulture's back. "Oh wait, Montana's still in the barn. Damn." He was nearly bucked again as Vulture dipped sharply toward the ground. A desperate idea occurred to him. He shot weblines at each wing and pulled hard. Sure enough, Vulture leveled out. It wasn't perfect, but he could partly steer this thing. An even crazier idea came to him.

"Come on, I'm not done yet," Spider-Man said, steering him toward Queens. Vulture didn't seem too concerned about where they were going. Although he swerved and dipped and tried all sorts of aerial acrobatics to try to dislodge the bug on his back, Spider-Man's clinging powers were proving invaluable. Soon enough, they were out of Staten Island and back over Long Island. Passing over Brooklyn. Then back in Queens.

"Alright, fun time's over," Spider-Man said. "Thanks for the lift old-timer! Sorry I don't have any cash, but I'll be sure to give you a five-star rating on Uber!"

"For the love of God, please shut up!" Vulture said, still trying to reach his back with his unwieldy wings.

"Sure, sure, I'm just checking things out up here," Spider-Man said, examining the wing pack. "Well now, this looks pretty important." He ripped open a panel on the pack and yanked out a few cables. The power began sputtering. Then they were dropping like a pair of proverbial rocks.

"You idiot! You've killed us!" Vulture shouted, trying to maintain a gliding position.

"Oh hold your water, don't forget who you're dealing with," Spider-Man said as he spun a web net beneath them. They came to a rest about ten feet off the ground. Evidently, Toomes liked those odds, as he abandoned the pack and leaped to the street. He hit the pavement hard, but unhurt enough to make a mad dash away.

"Disappointing," Spider-Man said sadly as he easily snagged Toomes. "And here I thought you learned something, Vulch." He spun a thick cocoon of webbing around Toomes and covered the wings for good measure. "Now sit tight until the police arrive. Say, you haven't got a pen on you? No? Ah well. It's been fun. Like I told your buddy Herman, let's never do it again!"

* * *

The lights were off in the house in Forest Hills. Peter thanked God that the house was quieter to climb on than that rickety old barn. He slowly opened his window and climbed in. He dared to check his phone. 2:30 in the morning. And he had school tomorrow. He quickly undressed, hid his costume, and began applying peroxide to the various cuts he'd sustained by going through that window and breaking through those zip ties. Oh, and going through that barn was going to leave some great bruises too. At least his face didn't look too bad. He hoped. He was alarmed to feel his spider-sense tingling.

"Peter?" Aunt May did not sound happy.

Throwing the first aid kit under the bed, Peter slipped under the covers just as Aunt May opened his door.

"Okay, I've gotta give you props for sneaking into the house," Aunt May said, "But really, kid? This is not okay."

"What's not?" Peter asked, pretending to have been woken up. _"You idiot, she's not buying that."_

"Don't play that game with me," May said sternly. "I know you weren't in this house when I got home from Anna's. I know you ignored that text I sent you to ask where you were. But did you know I almost called the police? I mean, do you have _any_ idea how worried I was about you?"

Oh God, she was crying now. Peter wanted to get up and give her a hug, but doing that would reveal how banged up he was. And that was a definite no.

"I'm sorry—" Peter started.

"Don't." May interrupted. "I don't want to hear it right now. We'll talk about this more in the morning, but you are definitely grounded."

Peter watched as the door shut. How could he have been so selfish? Not a single thought to the woman who had been like—no had _been_ a mother to him, full stop. He'd taken advantage of her going out, and had betrayed her trust. That wasn't going to happen again. Spider-Man was done. He'd gotten the Vulture off the street, er, out of the skies. That had to count for something, right?

But his buyers were still out there. So was the guy who had helped him make all those crazy weapons. Shocker and Vulture were behind bars, but this fight wasn't over yet. And even if it were, was he really going to stand by and let something bad happen again? This was all too tiring to figure out now. Sleep apparently hated him too, but eventually it settled on him.

The alarm clock had never been more unwelcome. Less than five hours of sleep was not going to be doing him any favors at school.

May was waiting for him in the kitchen.

"Don't say anything," May said. "I'm still too pissed off. Here's how this is going to work: for the next three weeks, you're going to come straight home from school. If you're not home within thirty minutes, that's another day added to your grounding. Am I clear?"

"Yes ma'am," Peter mumbled. "Aunt May, I'm really sorry. I didn't mean to make you worry."

"I said don't say anything," May sighed. "But I'll appreciate the apology sooner or later. Now you'd better get going. Because if you're late to school, that's the same as being late home, get it?"

"Got it."

"Good."

* * *

The stinging from the cuts wasn't too bad. The dull aches from the bruises were way worse. They made it hard to focus in school, even without Peter beating himself up mentally. He couldn't even pay attention to the fact that the entire school was talking about Spider-Man. Flash Thompson was telling anyone who'd listen about the time he'd seen him in action first-hand.

"He was so cool!" Flash raved. "Guy who can run up walls like that and take out a creep like the Vulture can do anything! Man, you could learn a thing or two from Spidey, Parker!" If Peter had been paying attention, he'd have remembered the encounter Flash was talking about. As it was, he was too upset about May to pay attention to Flash's taunts.

"Hey bookhead, I'm talking to you!" Flash said. Peter turned around.

"Pick one, Flash, it's 'egghead' or 'bookworm,'" Peter said.

"Guess you'd know, huh?" Flash laughed. "Where're you off to in such a hurry? Got a hot date with a box of Kleenex?"

"That's no way to talk about your mom," Peter said. "Piss off, I've got to get home."

"Hey! Say that again! I dare you!" Flash shouted. Peter kept walking. "Don't walk away, Parker! We're doing this!"

"Mr. Thompson, "doing this" wouldn't be fighting, would it?" Principal Davis had shown up.

"Peter insulted my mother," Flash said. Peter mused how quickly Flash had played the tattletale card.

"I'm sure it was totally unwarranted," Principal Davis said dryly. "Now get to practice Mr. Thompson." Flash glared at Peter and stalked toward the locker room. Peter was about to head on his way when Davis interrupted him.

"Hold on, Mr. Parker, I was actually looking for you," he said.

"What did I do now?" Peter groaned.

"Nothing," Davis said. "I appreciate the effort you've made since our talk. I just wanted to have a chat with you in my office."

"Can't it wait, Mr. Davis? I'm kind of grounded, so I need to get home."

"I called your aunt earlier, she knows you'll be late today," Davis said. It looked like there was no way out of this. Peter reluctantly followed Davis to the office. What surprised him was that the office was already occupied.

"I think you already know Harry," Davis said. "And I'm told you've met his father."

"Mr. Parker, good to see you again," Norman Osborn said. Peter tried not to gape. Not twenty-four hours earlier, he'd been afraid for this man's life! Not only that, but it had been at his facility where everything had changed forever.

In the corner, Harry Osborn looked embarrassed at his present company. Harry was one of Flash's teammates, and easily the richest kid in school. When your father was Norman Osborn, it wasn't much of a contest. Peter had never liked him much, but to his credit, Harry had never participated in any of Flash's tormenting. Peter also noticed that there was a third occupant: the blonde he'd caught looking at him.

"Well I'm sure you're wondering why I've asked you to join us, Peter," Davis said. "So I'll let Mr. Osborn explain."

"I won't sugar-coat it Peter, my son needs help," Osborn said. "Badly."

"If I may, Mr. Osborn, we've been seeing improvement—" the blonde started.

"Minimal improvement, Ms. Stacy," Osborn said. "I'm well aware that you're very bright Gwen, but I'm afraid our tutoring arrangement is not working out. So what do you say, Mr. Parker? I'm told you're one of the best this school has to offer. Help my son, and I can see to it that you have a bright future ahead of you."

Peter wanted to vanish. Gwen was glowering at him, Osborn and Davis were looking at him expectantly. At least Harry looked like he wanted to vanish as much as Peter did.

"I—uh, sure?" Peter finally stammered out. _"Great."_

"Great!" Norman said, clapping Peter on the back. "I can't tell you how glad I am to hear that, Peter. I can tell you've got what it takes to do great things in this world. Can you start tomorrow?"

Peter barely stayed long enough to mutter a 'yes' and jotting down his phone number before hightailing it out of there before it got any more embarrassing.

He didn't think he could feel any worse when he got home. But when he opened the door, May actually looked glad to see him.

"Hey! Heard you were offered a new job. Congrats!"

"Thanks," Peter muttered, opening the fridge for a soda.

"Hey, why the long face?" May asked. "What's on your mind?"

Peter was very tempted to just let everything loose.

"I—I'm just mad at myself," he finally said. "I was so stupid last night, and it was totally unfair to you, and now I got volunteered for this stupid tutoring thing, and the girl who was doing it before definitely hates me and I don't want to do it anyway and—"

"Whoa whoa, slow down!" May said. "Peter, I'm still not happy that you were out so late last night. But you're safe and whole, and that's all that I care about right now. I know things have been hard lately. And I wish you'd tell me what's going on, but I know I can't force it out of you. I know when the time is right, you'll tell me. And look, if you don't want to do this tutoring thing, don't do it. But honestly, I think you're passing up a chance to make a new friend if you don't."

"Yeah right," Peter said. "Harry Osborn is the last person who'd want to be friends with me. And I don't even want to be friends with him."

"Is that fair?" May asked. "Do you know him well enough to speak for him?"

"No," Peter admitted.

"Here's the deal," May said. "You're still grounded, but if you at least try with Harry, I'll knock it down to two weeks. Deal?"

Peter sighed. If this was the best he could hope for, he really needed to raise his expectations.

"Deal," he said.

"Oh, that reminds me, Anna's niece is going to be in town in a few weeks. She sounds fun," May said, becoming slightly singsongy at the end of the sentence.

"Aunt May," Peter groaned. "Stoooooop."

"I'm just saying," May said, grinning. "Anyway, dinner'll be ready soon."

"Okay," Peter said. He decided to turn on the TV and see if he could catch any of what the news was saying about last night. As it turned out, another story had broken.

"Four doctors and seven nurses are dead, with five other hospital staff members critically injured in this senseless attack," the anchor said. "Reports are unconfirmed, but bystanders have captured cell phone footage of a suspect breaking out of the hospital."

Shaky cam footage was made even worse by the shaking of the ground the witness was standing on as the film showed the door to the hospital being blown open with such violence that the glass shattered. With a loud crunching noise, four metal tentacles rooted themselves in the concrete and propelled an unconscious human body forward. Peter's mouth dropped open. The footage would have been shocking on its own, but it was even worse because he recognized the face.

After all, he was the one responsible for Peter becoming Spider-Man.

* * *

 **Hope you've enjoyed this first chapter! Next time, we'll continue this arc as Peter musters the courage to face...Doctor Octopus!**


End file.
